v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt DEBT
Debt consists of the following (in thousands):
September 30,
2026		December 31,
2025
Huntington term loans payable$— $19,843 
Huntington Revolving debt4,810— 
Total4,810 19,843
Less deferred loan costs— (129)
Less current portion— (2,075)
Long-term debt$4,810 $17,639 

Huntington Credit Agreement
On July 22, 2022, the Company entered into a credit agreement (as amended effective March 7, 2024, December 31, 2025, and July 2, 2026, the "Huntington Credit Agreement") with The Huntington National Bank ("Huntington"), as the sole lender, administrative agent, lead arranger and book runner, and the lenders from time to time thereto. Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company secured loans (the "Huntington Loans") in the maximum aggregate principal amount of $100,000,000, comprised of two $50,000,000 commitments: a delayed draw term loan commitment and revolving loan commitment.

Under the July 2, 2026 Third Amendment to Credit Agreement (the "Third Amendment"), the Company repaid its existing term loan in full, replaced its capital expenditure loan commitment with the delayed draw loan facility, increased the revolving loan commitment from $25,000,000 to $50,000,000 and extended the maturity date of the facilities from July 22, 2027, to July 2, 2031.

At the option of the Company, the Huntington Loans shall be comprised of Alternative Base Rate (ABR) Loans or Secure Overnight Financing Rate (SOFR) Loans.

ABR Loans bear interest at a per annum rate equal to ABR plus a margin of 225 to 300 basis points determined based on the Company's margin leverage ratio. ABR is the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% per annum and (c) Daily Simple SOFR for such day (taking into account any floor set forth in the
definition of "Daily Simple SOFR") plus 1.00% annum; provided, that if ABR shall be less than 0.00%, then ABR shall be deemed to be 0.00%.

SOFR Loans bear interest at a per annum rate equal to Daily Simple SOFR plus a margin of 125 to 200 basis points determined based on the Company’s margin leverage ratio, which is defined as consolidated funded indebtedness less unrestricted cash held with Huntington, divided by consolidated EBITDA for the most recently completed four fiscal quarters. As of the Third Amendment effective date, pricing was set at Level I. Daily Simple SOFR means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, the “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) 0.00%.

The Company’s obligations under the Huntington Credit Agreement are secured by substantially all of its U.S. and Canadian assets, including its equity interests in its U.S. and Canadian subsidiaries and 65% of its equity interests in its Mexican subsidiaries, and are unconditionally guaranteed by certain subsidiaries of the Company.

The Huntington Credit Agreement contains customary affirmative and negative covenants and events of default. The financial covenants require the Company to maintain a covenant leverage ratio not exceeding 3.00 to 1.00 and a fixed charge coverage ratio of at least 1.20 to 1.00. Capital expenditures are limited to $35,000,000 for fiscal 2026 and $30,000,000 for each fiscal year thereafter. As of September 30, 2026, the Company was in compliance with these covenants. Outstanding borrowings may be prepaid without premium or penalty.

Huntington Delayed Draw Loan
Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company a secured delayed draw loan commitment (the "Huntington Delayed Draw Loan") in the maximum aggregate principal amount of $50,000,000 of which none was outstanding as of September 30, 2026. Proceeds of the Huntington Delayed Draw Loan shall be used for the consummation of acquisitions permitted under the Huntington Credit Agreement.

Borrowings under the Huntington Delayed Draw Loan convert to term loans on July 1, 2028, July 1, 2029, July 1, 2030 or July 2, 2031, based on the availability period in which the borrowing was drawn. Except for borrowings converting on July 2, 2031, monthly principal installments are payable on the tenth day of each calendar month following the applicable conversion date, based on 0.2% of the principal amount converted during each of the first and second calendar years after conversion, 0.4% during each of the third and fourth calendar years, and 0.6% during the fifth calendar year, in each case subject to maturity. Borrowings converting on July 2, 2031 and all remaining outstanding principal are due in full on July 2, 2031.

Huntington Revolving Loan
Pursuant to the terms of the Huntington Credit Agreement, Huntington provides for a revolving loan commitment (the “Huntington Revolving Loan”) in the maximum amount of $50,000,000, under which the Company may borrow at their option at any time during the five-year period following the closing of the Third Amendment (July 2, 2031). As of September 30, 2026, $4,810,000 million was outstanding and $45,190,000 was available under the revolving loan facility. No revolving loan borrowings were outstanding as of December 31, 2025. The revolving loan commitment terminates, and all outstanding borrowings thereunder must be repaid, on July 2, 2031.

The interest rate for the Huntington Revolving Loan was 5.15% and 5.46% as of September 30, 2026, and December 31, 2025, respectively.